Public Warrants. The Public Warrants included in the Units, when issued and delivered in the manner set forth in the Warrant Agreement against payment for the Offered Securities by the Underwriter pursuant to this Agreement, will be duly issued and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
Public Warrants. A Public Warrant may be exercised only during the period commencing on the later of: (i) the consummation by the Company of a merger, capital stock exchange, asset acquisition or other similar business combination (as described more fully in the Registration Statement, a "BUSINESS COMBINATION") or (ii) _________________, 2008 and terminating at 5:00 p.m., New York City local time on the earlier to occur of (x) ________________, 2011 or (y) the date fixed for redemption of the Warrants, as provided in Section 6 of this Agreement. Notwithstanding the foregoing, no Public Warrant shall be exercisable unless, at the time of exercise, a registration statement relating to the Common Stock issuable upon the exercise of such Public Warrant is effective and current and a prospectus is available for use by the public stockholders and the Common Stock has been qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Public Warrants.
Public Warrants. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time. Pursuant to the Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. The warrants will expire on November 17, 2025, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. We are not obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. We may call the warrants for redemption: • in whole and not in part; • at a price of $0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of Class A common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We have established the last of the redemption criterion discussed above to pr...
Public Warrants. As soon as practicable following commencement of the Offer, the Company shall give the holders of the Public Warrants notice of the Offer by (i) mailing notice of the Offer by first class mail, postage prepaid, to each holder and (ii) publishing a notice of such Offer on at least two consecutive business days in at least two newspapers of general circulation distributed at least daily, one of which shall be The Wall Street Journal, and shall state that the holder shall not be entitled to participate in the Offer unless they exercise their Public Warrants in advance of or within the period specified in the Offer.
Public Warrants. On September 6, 1995, the Company entered into a Warrant Agreement (the "Warrant Agreement") with American Stock Transfer & Trust Company, as Warrant Agent under which the Company issued 401,440 Common Stock Warrants (the "Public Warrants"). The Public Warrants will expire on September 5, 2005 and as of August 31, 1999, the exercise price of each Public Warrant is $6.75. Each Public Warrant is exercisable for one share of Common Stock. Other than the adjustment necessary so that each holder of a Public Warrant will be entitled to the Offer Price upon the Effective Time, neither the Offer, the Merger nor the issuance of shares under the Stock Option Agreement will require an adjustment to the exercise price or the number of shares of Common Stock issuable upon the exercise of each Public Warrant. Pursuant to the Warrant Agreement, following commencement of the Offer, the Company must give the holders of the Public Warrants notice of the Offer, as soon as practicable, by (i) mailing notice of the Offer by first class mail, postage prepaid, to each holder and (ii) publishing a notice of such Offer on at least two consecutive business days in at least two newspapers of general circulation distributed at least daily, one of which shall be The Wall Street Journal, and shall state that the holder shall not be entitled to participate in the Offer unless they exercise their Public Warrants in advance of or within the period specified in the Offer. Pursuant to the terms of the Public Warrants, the Company is required to provide notice in writing of the Merger to the Warrant Agent sufficient to allow the Warrant Agent to notify the warrant holders of the Merger and enable the warrant holders to participate in the Merger. Such notice to the Warrant Agent is to be completed at least forty (40) days prior to, and notice to the warrant holders to be completed at least thirty (30) days prior to, the record date for the determination of shareholders entitled to vote on the Merger. In addition, pursuant to the terms of the Public Warrants, the Company shall execute a supplemental warrant agreement with the Warrant Agent (the "Supplemental Warrant Agreement") and mail by first class mail, postage prepaid, to each warrant holder, notice of the execution of the Supplemental Warrant Agreement. Other than as set forth in this Section 4.28, under the terms of the Warrant Agreement, the Company has no further obligations to the holders of the Public Warrants.
Public Warrants. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with the Depository (such institution, with respect to a Warrant in its account, a “Participant”). If the Depository subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive certificates in physical form evidencing such Warrants which shall be in the form annexed hereto as Exhibit A.
Public Warrants. Prior to the detachment date described above in Section 2.4, there will be no Public Warrants issued and outstanding. On and after the detachment date, each holder of a Unit shall thereafter be entitled to receive, and the Warrant Agent shall issue, through the facilities of The Depository Trust Company or in certificated form (as and when Unit certificates are presented to the Transfer Agent for transfer, or exchange for shares of Common Stock and Public Warrants), that number of Public Warrants as were included in the holder’s Units immediately prior to the detachment date.
Public Warrants. (A) Buyer will authorize the Exchange Agent to receive Elections and to act as exchange agent hereunder with respect to the Merger.
(B) Buyer will prepare, for use by the holders of Public Warrants in surrendering Warrant Certificates, a form (the “Form of Election”) pursuant to which each holder of Public Warrants may make an Election. The Form of Election will be delivered to such Warrant holders by means and at a time upon which Buyer and IPO Corp. will mutually agree.
(C) An Election will have been properly made only if a Form of Election properly completed and signed and accompanied by the Public Warrant certificate or certificates to which such Form of Election relates (1) is received by the Exchange Agent prior to the date and time of the special meeting of warrantholders being held to approve the Warrant Agreement Amendment (the “Election Date” and the “Special Meeting of Warrantholders”) or (2) is delivered to the Exchange Agent at the Special Meeting of Warrantholders. 13
(D) Any Public Warrant holder may at any time prior to the Election Date change such holder’s Election if the Exchange Agent receives (1) prior to the Election Date written notice of such change accompanied by a properly completed Form of Election or (2) at the Special Meeting of Warrantholders a new, properly completed Form of Election. The Company will have the right in its sole discretion to permit changes in Elections after the Election Date.
(E) Buyer will have the right to make rules, not inconsistent with the terms of this Agreement or the Warrant Amendment Agreement, governing the validity of Forms of Election, the manner and extent to which Elections are to be taken into account in making the determinations prescribed by this section, the issuance and delivery of certificates for the new warrants to purchase IPO Corp. Common Stock into which the Public Warrants are exchangeable in the Merger, and the payment for Public Warrants converted into the right to receive the Cash Consideration in the Merger.
(F) In connection with the above procedures, (1) the holders of Warrant Certificates evidencing Public Warrants will surrender such certificates to the Exchange Agent, (2) upon surrender of a Warrant Certificate the holder thereof will be entitled to receive the applicable Warrant Consideration, and (3) the Warrant Certificates so surrendered will forthwith be canceled.
Public Warrants. A Public Warrant may be exercised only during the period commencing on the later of: (i) the consummation by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business combination (as described more fully in the Registration Statement, a “Business Combination”), or (ii) [ ], 2009 (one year from the effective date of the Registration Statement), and terminating at 5:00 p.m., New York City time, on the earlier to occur of (x) [ ], 2012 (four years from the effective date of the Registration Statement) or (y) the date fixed for redemption of the Warrants as provided in Section 6 of this Agreement. Notwithstanding the foregoing, no Public Warrant shall be exercisable unless, at the time of exercise, a registration statement relating to the Common Stock issuable upon the exercise of such Public Warrant is effective and current prospectus is available for use by the holders thereof and the Common Stock has been qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Public Warrants.
Public Warrants. (A) Each Public Warrant will be converted into either (x) the right to receive $0.55 in cash (the “Cash Consideration”) or (y) a warrant to purchase one share of common stock, par value $0.0001 per share, of IPO Corp. (“
